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constructed and maintained to at least the minimum standards set forth in Exhibit S. The Jurisdictions covenant, represent and warrant to the Quarry Owners that the Temporary Haul Road, if required, shall be designed, engineered, constructed, maintained, operated and removed by the Constructing Jurisdiction in a manner such that the Quarry Owners' respective business operations shall at no time be adversely affected by construction work related to the Improvements, as determined by the Quarry Owners in their respective reasonable discretion, and such that the Quarry Owners shall at all times have undiminished vehicular access to and from and use of El Ghetto Road (for purposes of this sentence, when in operation the Temporary Haul Road shall be deemed to be a part of EI Charro Road) between I-580 and the Quarry Lands. Notwithstanding the preceding provisions of this Section 3.6 or any other provisions of this Agreement to the contrary, upon at least 48 hours prior notice to Vulcan from the Constructing Jurisdiction, the temporary (not to exceed 12 hours) blockage or closure of the Temporary Road and/or El Charro Road (which may include one open lane under flag control) on a date mutually agreeable to Vulcan and the Constructing Jurisdiction, as may be reasonably necessary to complete construction of the Improvements, also shall not be considered a Prohibited Access Restriction. 3:7 Special Provisions if Livermore is the Constructing Jurisdiction. The provisions of this Section 3.7 shall apply only if Livermore is the Constructing Jurisdiction. (a) Hold Harmless. Subject to the provisions of Section 3.12, County is willing to accommodate Livermore and to partially accept the Offer, provided that County shall not bear any Claims arising out of its partial acceptance thereof, or azising out of Livermore's design, construction, and maintenance of the El Charro and Intersection Improvements. Livermore hereby releases, holds harmless, defends and indemnifies County from all such Claims, notwithstanding the provisions of California Streets and Highways Code Section 180b, or any other applicable law, the effect of which would otherwise limit Livermore's liability arising out of such activities. (b) Encroachment Permit. Prior to the commencement of construction or installation of any El Charro and Intersection Improvements, Livermore shall obtain from County, and County shall promptly issue to Livermore, an encroachment permit for any work on County-owned right- of-way. Livermore shall ensure that the construction and maintenance of the El Charro and Intersection Improvements in unincorporated County are carried out in accordance with such encroachment permit. Livermore shall inspect the work and have a registered engineer oversee the construction. As a condition of County's issuance of its Encroachment Permit, Livermore shall provide County and Pleasanton with complete as-built drawings, approved by Livermore and Pleasanton, for those EI Charro and Intersection Improvements situated in unincorporated County, upon completion of the construction of the El Charro and Intersection Improvements. (c) Maintenance. Livermore shall, at no cost or expense to the Quarry Owners or other parties and in accordance with all applicable laws, be responsible for maintenance, repairs and replacement of all portions of the EI Ghetto and Intersection Improvements installed or constructed in unincorporated County until such time, if any, as the land containing such El Charro and Intersection Improvements is annexed into Pleasanton. Following the effective date of such annexation, Pleasanton shall, at no cost or expense to the Quarry Owners or other parties and in accordance with all applicable laws, be responsible for maintenance, repairs and replacement of all such El Charro and Intersection Improvements. County reserves the right to inspect and monitor all maintenance and repairs performed by Livermore pursuant to this Section 3.7(c). In the event that Livermore fails or is unable to perform the necessary maintenance or repairs required under this Agreement, County reserves the right to perform that work, and Livermore shall promptly reimburse County for County's reasonable costs incurred in the performance of such work. 002483.00041793691. l3 11